via NewMediaWire – Global Star Acquisition Inc. (NASDAQ:
GLST;GLSTU; GLSTW, "Global Star"), a special purpose acquisition
company (SPAC), led by CEO Anthony Ang, is thrilled to announce
that it has entered into a merger agreement with K Enter Holdings
Inc. (“K Enter”), a Delaware corporation. K Enter holds
contracts to acquire seven diversified entertainment operating
companies based in Korea, engaged in the entertainment content and
IP creation businesses (the “Seven Korean Entities”), and K Enter
plans to consummate the acquisition of the Seven Korean Entities
prior to the closing of the merger.
The merger combines Global Star’s strengths and expertise in
finance and the strength and expertise in the global entertainment
industry of K Enter and the Seven Korean Entities. The Seven Korean
Entities are known for their dynamic content creation and IP-based
business models, and have an estimated combined revenue of
approximately US$153 million for the year ended December 31,
2022. Following the closing of the merger agreement, the
parent of the combined company will be named “K Wave Media Ltd.”
and we expect that its securities will be listed on The Nasdaq
Stock Market.
The transaction has been valued at US$610M and is anticipated to
be completed in the late fourth quarter of 2023, subject to
customary closing conditions and regulatory approvals. Global Star
currently has approximately $92 million in trust, which will be
available to the combined company upon completion of the merger,
assuming no redemptions.
CEO Anthony Ang expressed his excitement about the merger: “This
merger with K Enter represents a significant step for Global Star
Acquisition, Inc. Our extensive search and shortlisting process has
led us to ultimately join forces with K Enter and leverage the
impressive track record and creative capabilities of the Seven
Korean Entities in entertainment content and IP creation, several
of which have found a strong global audience. This strategic
partnership allows us to enter the Korean entertainment market,
known for its rich talent pool and groundbreaking content. K
Enter, in addition to having an internal K drama production team,
is party to agreements to acquire equity interests in the Seven
Korean Entities, one of which is Solaire Partners Ltd. (“Solaire
Partners”), a Korean content-specialized private equity firm based
in Seoul Korea that has invested in some of the highest-grossing
films out of Korea. Mr. Pyeung Ho Choi, and Mr. Young Jae Lee of
Solaire Partners have been appointed to senior management positions
at K Enter. K Enter has also entered into agreements to acquire
equity interests in one K drama production company, three K movie
production companies, one virtual production company, and one IP
merchandising company. Our focus on delivering public
shareholder value drives our decision-making, and we believe the
liquidity that will be provided to the combined company should help
fortify the strategic positioning of K Enter to acquire the Seven
Korean Entities and effectively deploy this capital to continue its
strategy of expansion to markets outside Korea.”
“Together, we will drive the future of the entertainment
industry,” said Young Jae Lee, CEO of K Enter. “We are delighted to
embark on this merger journey and become a public company with
Global Star Acquisition, Inc. K Enter’s leadership consists of
partners of Solaire Partners, and by combining our resources and
expertise, we will continue to create and offer exceptional Korean
entertainment experiences for audiences worldwide,” continued Mr.
Lee. “Together, we will contribute to the future of the
entertainment industry in a more meaningful way.”
Advisors
Lee & Ko L.L.P. is serving as Korean legal advisor and Loeb
& Loeb LLP is serving as U.S. legal advisor to K Enter. PWC is
serving as Auditor to K Enter. Nelson Mullins Riley &
Scarborough LLP is serving as legal advisor to Global Star
Acquisition Inc. KPMG is serving as the financial advisor to K
Enter Holdings Inc.
About Global Star Acquisition Inc.
The Company (NASDAQ: GLSTU) is a blank check company formed for
the purpose of effecting a merger, capital stock exchange, asset
acquisition, stock purchase, reorganization or similar business
combination with one or more businesses. The Company prioritized
the Nordic region and Asia Pacific, especially Southeast Asia as
its geographical focus. The Company is led by Anthony Ang, the
Company’s Chairman and Chief Executive Officer, Nicholas Khoo, the
Company’s Chief Operating Officer, and Shan Cui, the Company’s
Chief Financial Officer.
About K Enter Holdings Inc.
K Enter Holdings Inc. is a recently formed holding company for
the purpose of acquiring seven diversified entertainment operating
companies based in Korea, engaged in the entertainment content and
IP creation businesses (the “Seven Korean Entities”). K Enter has
an internal K drama production team, and the Seven Korean Entities
to be acquired by K Enter include Solaire Partners Ltd. (“Solaire
Partners”), a Korean content-specialized private equity firm based
in Seoul Korea that has invested in some of the highest-grossing
films out of Korea, one K drama production company, three K movie
production companies, one virtual production company, and one IP
merchandising company. As a combined platform, we expect these
companies to provide a significant amount of synergy.
Cautionary Statements Regarding Forward-Looking
Statements
This press release is provided for informational purposes only
and has been prepared to assist interested parties in making their
own evaluation with respect to the Proposed Business Combination
and for no other purpose. No representations or warranties, express
or implied are given in, or in respect of, this press release. To
the fullest extent permitted by law under no circumstances will the
Company, K Enter, or any of the Seven Korean Entities, interest
holders, affiliates, representatives, partners, directors,
officers, employees, advisors or agents be responsible or liable
for any direct, indirect or consequential loss or loss of profit
arising from the use of this press release, its contents, its
omissions, reliance on the information contained within it, or on
opinions communicated in relation thereto or otherwise arising in
connection therewith. Industry and market data used in this press
release have been obtained from third-party industry publications
and sources as well as from research reports prepared for other
purposes. Neither the Company nor K Enter has independently
verified the data obtained from these sources and cannot assure you
of the data’s accuracy or completeness. This data is subject to
change. In addition, this press release does not purport to be
all-inclusive or to contain all the information that may be
required to make a full analysis of the Company, K Enter or the
Proposed Business Combination. Viewers of this press release should
each make their own evaluation of the Company and K Enter and of
the relevance and adequacy of the information and should make such
other investigations as they deem necessary. This press release
contains certain “forward-looking statements” within the meaning of
the federal securities laws, including statements regarding the
benefits of the Proposed Business Combination, including K Enter’s
ability to accelerate the development of its products and bring
them to market, the anticipated timing for completion of the
Proposed Business Combination, and the Company’s and K Enter’s
expectations, plans or forecasts of future events and views as of
the date of this press release. The Company and K Enter anticipate
that subsequent events and developments will cause the Company’s
and K Enter’s assessments to change. These forward-looking
statements, which may include, without limitation, words such as
“expect,” “estimate,” “project,” “budget,” “forecast,”
“anticipate,” “intend,” “plan,” “may,” “will”, “could,” “should,”
“believes,” “predicts,” “potential,” “might,” “continues,” “think,”
“strategy,” “future,” and similar expressions, involve significant
risks and uncertainties (most of which factors are outside of the
control of the Company or K Enter.
In addition, this press release includes a summary set of risk
factors that may have a material impact on the Company, K Enter or
the Proposed Business Combination, which are not intended to
capture all the risks to which the Company, K Enter or the Proposed
Business Combination is subject or may be subject. Factors that may
cause such differences include but are not limited to: (1) the
occurrence of any event, change or other circumstance that could
give rise to the termination of the Merger Agreement; (2) the risk
that the Proposed Business Combination may not be completed in a
timely manner or at all, which may adversely affect the price of
the securities; (3) the risk that the Proposed Business Combination
may not be completed by the Company’s business combination
deadline; (4) the inability to complete the Proposed Business
Combination, including but not limited to due to the failure to
obtain approval of the stockholders of the Company or K Enter for
the Merger Agreement, to receive certain governmental, regulatory
and third party approvals or to satisfy other conditions to closing
in the Merger Agreement; (5) the failure to achieve the minimum
amount of cash available following any redemptions by the Company's
stockholders; (6) the inability to obtain or maintain the listing
of the Company’s common stock on Nasdaq following the Proposed
Business Combination, including but not limited to redemptions
exceeding anticipated levels or the failure to meet Nasdaq's
initial listing standards in connection with the consummation of
the Proposed Business Combination; (7) the effect of the
announcement or pendency of the Proposed Business Combination on K
Enter’s business relationships, operating results, and business
generally; (8) risks that the Proposed Business Combination
disrupts current plans and operations of K Enter or the Seven
Korean Entities; (9) the inability to realize the anticipated
benefits of the Proposed Business Combination and to realize
estimated pro forma results and underlying assumptions, including
but not limited to with respect to estimated stockholder
redemptions and costs related to the Proposed Business Combination;
(10) the possibility that the Company or K Enter or the Seven
Korean Entities may be adversely affected by other economic or
business factors; (11) changes in the markets in which K Enter and
the Seven Korean Entities compete, including but not limited to
with respect to its competitive landscape, technology evolution,
changes in entertainment choices or regulatory changes; (12)
changes in domestic and global general economic conditions; (13)
risk that K Enter may not be able to execute its growth strategies;
(14) the risk that K Enter experiences difficulties in managing its
growth and expanding operations after the Proposed Business
Combination; (15) the risk that the parties will need to raise
additional capital to execute the business plan, which may not be
available on acceptable terms or at all; (16) the ability to
recognize the anticipated benefits of the Proposed Business
Combination to achieve its commercialization and development plans,
and identify and realize additional opportunities, which may be
affected by, among other things, competition, the ability of K
Enter to grow and manage growth economically and hire and retain
key employees; (17) risk that K Enter may not be able to develop
and maintain effective internal controls; (18) the risk that K
Enter may fail to keep pace with rapid technological developments
or changes in entertainment tastes to provide new and innovative
products and services, or may make substantial investments in
unsuccessful new products and services; (19) the ability to
develop, license or acquire new content, products and services;
(20) the risk that K Enter is unable to secure or protect its
intellectual property; (21) the risk of product liability or
regulatory lawsuits or proceedings relating to K Enter’s business;
(22) the risk of cyber security or foreign exchange losses; (23)
changes in applicable laws or regulations; (24) the outcome of any
legal proceedings that may be instituted against the parties
related to the Merger Agreement or the Proposed Business
Combination; (25) the impact of the global COVID-19 pandemic and
response on any of the foregoing risks, including but not limited
to supply chain disruptions; (26) the risk that K Enter fails to
successfully and timely consummate its acquisition of one or more
of the Seven Korean Entities`; and (27) other risks and
uncertainties to be identified in the Registration Statement,
including those under “Risk Factors” therein, and in other filings
with the U.S. Securities and Exchange Commission (“SEC”) made by
the Company. You should carefully consider the foregoing factors
and the other risks and uncertainties described in the “Risk
Factors” section of The Company’s Annual Report on Form 10-K,
Quarterly Reports on Form 10-Q, the Registration Statement to be
filed with the SEC with respect to the Proposed Business
Combination (as described further below), and other documents filed
by the Company from time to time with the SEC. These filings
identify and address other important risks and uncertainties that
could cause actual events and results to differ materially from
those contained in the forward-looking statements. The foregoing
list of factors is not exhaustive, are provided for illustrative
purposes only, and are not intended to serve as, and must not be
relied on as, a guarantee, an assurance, a prediction or a
definitive statement of fact or probability. Actual events and
circumstances are difficult or impossible to predict and will
differ from assumptions. Forward-looking statements speak only as
of the date they are made. If any of these risks materialize or our
assumptions prove incorrect, actual results could differ materially
from the results implied by these forward-looking statements. There
may be additional risks that neither the Company nor K Enter
presently know or that the Company and K Enter currently believe
are immaterial that could also cause actual results to differ
materially from those contained in the forward-looking statements.
The Company and K Enter anticipate that subsequent events and
developments will cause the Company’s and K Enter’ assessments to
change. However, while The Company and K Enter may elect to update
these forward-looking statements at some point in the future, The
Company and K Enter specifically disclaim any obligation to do so.
Neither the Company nor K Enter gives any assurance that the
Company or K Enter, or the combined company, will achieve its
expectations. Accordingly, undue reliance should not be placed upon
the forward-looking statements, and they should not be relied upon
as representing the Company’s and K Enter’ assessments as of any
date subsequent to the date of this press release.
Additional Information and Where to Find It
This press release is provided for informational purposes only
and has been prepared to assist interested parties in making their
own evaluation with respect to the Proposed Business Combination.
However, this press release does not purport to be all-inclusive or
to contain all the information that may be required to make a full
analysis of the Company, K Enter, or the Proposed Business
Combination.
In connection with the Proposed Business Combination, the
Company and Purchaser intend to file relevant materials with the
SEC, including a registration statement on Form F-4, which will
include a proxy statement/prospectus of the Company (the
“Registration Statement”). The Company urges its investors,
shareholders, and other interested persons to read, when available,
the proxy statement/prospectus filed with the SEC and documents
incorporated by reference therein because these documents will
contain important information about the Company, K Enter and the
Proposed Business Combination. After the Registration Statement is
declared effective by the SEC, the definitive proxy
statement/prospectus and other relevant documents will be mailed to
the shareholders of the Company as of the record date established
for voting on the Proposed Business Combination and will contain
important information about the Proposed Business Combination and
related matters. Shareholders of the Company and other interested
persons are advised to read, when available, these materials
(including any amendments or supplements thereto) and any other
relevant documents in connection with the Company’s solicitation of
proxies for the meeting of shareholders to be held to approve,
among other things, the Proposed Business Combination because they
will contain important information about the Company, K Enter, and
the Proposed Business Combination. Shareholders will also be able
to obtain copies of the preliminary proxy statement/prospectus, the
definitive proxy statement/prospectus, and other relevant materials
in connection with the transaction without charge, once available,
at the SEC’s website at www.sec.gov or by directing a request to:
Global Star Acquisition Inc., 1641 International Drive, Unit 208,
McLean, VA 22102 or (703) 790-0717. The information contained on,
or that may be accessed through, the websites referenced in this
press release is not incorporated by reference into, and is not a
part of, this press release.
Participants in Solicitation
The Company, K Enter, and their respective directors and
executive officers may be deemed participants in the solicitation
of proxies from the Company’s shareholders in connection with the
Proposed Business Combination. The Company’s shareholders and other
interested persons may obtain, without charge, more detailed
information regarding the directors and officers of the Company in
the Company’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2022, which was filed with the SEC on May 25, 2023.
Information regarding the persons who may, under SEC rules, be
deemed participants in the solicitation of proxies to the Company’s
shareholders in connection with the Proposed Business Combination
will be set forth in the proxy statement/prospectus for the
Proposed Business Combination, when available. Additional
information regarding the interests of participants in the
solicitation of proxies in connection with the Proposed Business
Combination will be included in the proxy statement/prospectus that
the Company intends to file with the SEC. You may obtain free
copies of these documents as described above.
No Offer or Solicitation
This press release is not a proxy statement or solicitation of a
proxy, consent or authorization with respect to any securities or
in respect of the Proposed Business Combination and shall not
constitute an offer to sell or a solicitation of an offer to buy
any securities nor shall there be any sale of securities in any
state or jurisdiction in which such offer, solicitation, or sale
would be unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction. No offer of
securities shall be made except by means of a prospectus meeting
the requirements of Section 10 of the Securities Act of 1933, as
amended, or exemptions therefrom.
ContactGlobal Star Acquisition Inc.1641 International
Drive, Unit 208Mclean, VA 22102Anthony AngChairman and Chief
Executive OfficerAnthony.ang@globalstarspac.com
Global Star Acquisition (NASDAQ:GLSTU)
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